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我国现行立法不承认决议不成立这一股东大会决议瑕疵类型,以致中小股东在维权方式和时间上受到限制。本文分析股东大会决议是一种团体法律行为,决议不成立应当区别于决议无效和决议可撤销。进而以法律行为理论论证决议成立的条件为会议体成立及决议方式合法。将程序上存在重大瑕疵以致决议不成立的情形以决议可撤销的方式救济,不利于中小股东的权益保护,有必要对其单独设立法律救济方式。
The current legislation in our country does not recognize that the resolution does not establish the type of defect in the resolutions of this general meeting of shareholders, so that small and medium-sized shareholders are limited in the way and time of rights protection. This article analyzes the resolutions of the general meeting of shareholders is a kind of group legal acts, the resolution is not established should be distinguished from the resolution is invalid and the resolution can be revoked. Furthermore, the legal action theory is used to demonstrate that the conditions for the establishment of the resolution are that the conference body is established and the resolution method is legal. There will be a major flaw in the procedure so that the resolution can not be established in a resolution to cancel the remedy is not conducive to the protection of rights and interests of minority shareholders, it is necessary to establish a separate legal relief.